| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 27, 2021 (the “Effective Date”), The Greenbrier Companies, Inc. (“Greenbrier”) entered into a Second Amendment to Fourth Amended and Restated Credit Agreement (the “Second Amendment”), with Bank of America, N.A. (“BofA”), as Administrative Agent (the “Facility Agent”), the Guarantors (as defined therein) party thereto, and the Lenders (as defined therein) party thereto, which amends and restates that certain Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement, Guarantor Joinder and Amendment to Certain Collateral Documents, dated as of June 3, 2019, the “Original Credit Facility”, as amended by the Second Amendment, the “Amended Credit Facility”), by and among Greenbrier, the Facility Agent, and the lending institutions party thereto from time to time.
In addition, on the Effective Date, Greenbrier Leasing Company LLC (“GLC”), a wholly-owned subsidiary of Greenbrier, entered into a First Amendment to Amended and Restated Credit Agreement (the “First Amendment”), with BofA, as Administrative Agent (the “Term Agent”), and the Lenders (as defined therein) party thereto, which amends and restates that certain Amended and Restated Credit Agreement, dated as of September 26, 2018 (the “Original Term Facility”, as amended by the First Amendment, the “Amended Term Facility”) by and among GLC, the Term Agent, and the lending institutions party thereto from time to time.
The Amended Credit Facility and the Amended Term Facility are described further below.
The Amended Credit Facility
The Amended Credit Facility continues to allow Greenbrier to borrow, on a revolving basis, up to $600.0 million based on availability under a revised borrowing base formula. As of the Effective Date, approximately $160.0 million was outstanding under the revolving credit facility.
Under the Amended Credit Facility, Greenbrier increased the term loans (“Greenbrier Term Loans”) incurred thereunder such that, as of the Effective Date, $291.89 million was outstanding under the term credit facility. The proceeds of such additional Greenbrier Term Loan borrowings funded on the Effective Date are to be used by Greenbrier for working capital and other general corporate purposes. The Greenbrier Term Loans are to be repaid in equal quarterly installments of $3,648,625 (as such installments may be adjusted from time to time in accordance with the terms of the Amended Credit Facility) each, commencing September 30, 2021, with the remaining outstanding amounts, plus accrued interest, to be paid on the maturity date provided herein.
As amended, the Amended Credit Facility matures on August 27, 2026. On such maturity date, all amounts outstanding under the Amended Credit Facility are due and payable. As amended, the term loans and revolving loans outstanding under the Amended Credit Facility bear the same variable rate of interest described in the Original Credit Facility.
As amended, the Amended Credit Facility also contains provisions permitting future amendments to the Amended Credit Facility, subject to certain terms and conditions contained therein, providing for adjustments to the Applicable Rate (as defined therein) based on environmental, social and governance key performance indicators as may be agreed between Greenbrier and the Sustainability Coordinator (as defined therein).
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